If you currently have an LLC registered in another state and want to transfer it to Virginia, you must submit an application to the Virginia State Corporation Commission (SCC) for a Certificate of Authority. You must fill out the application with details about your LLC, such as its name, state of creation, and place of operation. A registered agent in Virginia who can accept legal documents on your behalf must also be named. Do I Need to Register in Virginia to Do Business?
You must register with the SCC if you are a foreign LLC wanting to conduct business in Virginia. According to the Virginia LLC Act, “doing business” in the state means “enter[ing] into repeated and successive transactions of a business nature.” This implies that you might still need to register as a foreign LLC even if you just intend to infrequently conduct business in Virginia. What in Virginia Constitutes the Conduct of Business? There is no clear definition of what “transacting business” in the state is in the Virginia LLC Act. However, according to SCC guidance, the following actions can be regarded as conducting business in Virginia: Keeping a physical presence in the state, such as an office or staff, is prohibited. – Using advertising or in-person solicitation to entice business to the state – Making agreements with clients or suppliers based there
– Owning or renting property there
How to Terminate an International LLC in Virginia
You can disband your foreign LLC by submitting Articles of Termination to the SCC if you no longer require it to be registered in Virginia. The name of the LLC, the state in which it was formed, and the day it registered in Virginia must all be listed in the Articles of Termination. Additionally, you must certify that the LLC has not done business in Virginia since filing its most recent annual report and that it has no debts or liabilities there.
In conclusion, you must register with the SCC if you intend to conduct business in Virginia as a foreign LLC. By submitting an application for a Certificate of Authority, you can transfer an LLC that is currently registered in another state to Virginia. You can dissolve your foreign LLC by submitting Articles of Termination if you no longer require it to be registered in Virginia. Consult with an experienced lawyer or other professional if you have any additional questions regarding forming or dissolving a foreign LLC in Virginia.